The information contained on our website or that can be assessedaccessed through our website is not incorporated by reference and should not be considered a part of this Proxy Statement.

Each Directordirector nominee is currently serving as a Directordirector of the Company.company. We have no reason to believe that any Directordirector nominee will be unable or unwilling to serve, if elected. If, however, prior to the Annual Meeting, the Boardboard of Directorsdirectors should learn that any Directordirector nominee is unable or unwilling to serve as a Directordirector for any reason, and if the Boardboard shall designate a substitute nominee, the persons named as proxies will vote for the election of the substitute nominee designated by the Board.board. Alternatively, the persons named as proxies, at the Board’sboard’s discretion, may vote for that fewer number of nominees as results from the inability of any nominee to serve.

Generally, vacancies or newly created Directorshipsdirectorships on the Boardboard will be filled only by vote of a majority of the Directorsdirectors then in office and will not be filled by the shareholders, unless the Boardboard determines by resolution otherwise.

The information presented below regarding each Directordirector nominee and continuing Director also sets forth specific experience, qualifications, attributes and skills, in addition to those set forth above that led the Boardboard to the conclusion that such individual should serve as a Directordirector in light of our business and structure.

The annual retainers are earned on a quarterly basis based on a calendar quarter and are paid by the Companycompany in arrears not later than the fifteenth day following the end of each calendar quarter. In the event a Non-Employee Directornon-employee director does not serve as a Directordirector or in the applicable committee or board positions for an entire calendar quarter, such Directordirector will receive a proratedpro-rated portion of the applicable retainers otherwise payable to such Directordirector for such calendar quarter. We also reimburse our Non-Employee Directornon-employee director for any travel or other business expenses related to their service as a Director.director.

In addition to the annual cash retainers, each Non-Employee Directornon-employee director receives an annual restricted stock unit grant with a fair market value on the date of grant of $150,000 per year, which is made pursuant to the BJ’s Wholesale Club Holdings, Inc. 2018 Incentive Award Plan (the “2018 Plan”). The annual equity award will be granted on the date of the Annual Meetingannual meeting of Shareholdersshareholders or on the date of such Director’sdirector’s election or appointment to the Board of Directors,board, which awards will also be prorated if a Directordirector is elected or appointed as of a date other than the date of the Annual Meetingannual meeting of Shareholders.shareholders. Each Directordirector may elect to defer the annual restricted stock unit grant,award, subject to compliance with Section 409A of the Internal Revenue Code, and the Board of Directorsboard may determine, in its sole discretion, that such annual equity grant be in the form of deferred stock or in shares of common stock with equivalent value on the date of grant. Each equity award will vest and become exercisable on the earlier of (i) the day immediately preceding the date Annual Meeting of Shareholdersthe first annual meeting of shareholders following the date of grant and (ii) the first anniversary of the date of grant, subject to the Directordirector continuing in service on the Board of Directorsboard through the applicable vesting date. No portion of an annual equity award that is unvested or unexerciseable at the time of a Director’sdirector’s termination of service on the Board of Directorsboard will become vested and exercisable thereafter. In the event a Directordirector is terminated upon or within 12 months following a change in control, as defined in the 2018 Plan, such Director’sdirector’s outstanding equity awards will accelerate and vest in full.

“RESOLVED, that the shareholders of BJ’s Wholesale Club Holdings, Inc. approve, on an advisory basis, the fiscal year 20212022 compensation of BJ’s Wholesale Club Holdings, Inc.’s named executive officers as described in the Compensation Discussion and Analysis and disclosed in the Summary Compensation Table and related compensation tables and narrative disclosure set forth in BJ’s Wholesale Club Holdings, Inc.’s Proxy Statement for the 20222023 Annual Meeting of Shareholders.”